Exhibit
99.1
LI
BANG INTERNATIONAL CORPORATION INC.
(Incorporated
in the Cayman Islands with limited liability)
No.
190 Xizhang Road, Gushan Town, Jiangyin City, Jiangsu Province
People’s
Republic of China
NOTICE
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
to
be held on April 30, 2026 Beijing Time
NOTICE
IS HEREBY GIVEN THAT an extraordinary general meeting (the “Meeting”) of Li Bang International Corporation Inc.
(the “Company”) will be held at the offices of the Company located at No. 190 Xizhang Road, Gushan Town, Jiangyin
City, Jiangsu Province, People’s Republic of China, on April 30, 2026 at 6:00 p.m., Beijing Time (April 30, 2026 at 6:00 a.m.,
Eastern Time) for the purpose of considering and voting upon the following proposals:
Proposal
No. 1: By an ordinary resolution, to increase the authorized share capital of the Company
from:
USD31,505,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.01 each and 500,000 class B ordinary shares of
par value of USD0.01 each,
to:
USD35,000,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.01 each and 350,000,000 class B ordinary shares
of par value of USD0.01 each,
by
increasing the number of authorized class B ordinary shares from 500,000 to 350,000,000 (the “Share Capital Increase”).
Proposal
No. 2: By a special resolution, subject to and with effect immediately following the Share Capital Increase being effected, to adopt
the amended and restated memorandum of association, in the form attached to the proxy statement as Exhibit A, in substitution
for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Increase.
Proposal
No. 3: By a special resolution, subject to the Share Capital Increase being effected and all further requirements prescribed by sections
14, 14A and 14B of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) relating to share capital
reductions being complied with, that (collectively, the “Share Capital Reduction and Reorganization”):
Share
Capital Reduction
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a. |
the par value
of each issued and outstanding class A ordinary share of USD0.01 par value each and class B ordinary share of USD0.01 par value each
in the share capital of the Company be reduced to USD0.00001 by cancelling USD0.00999 of the paid-up capital on each of the issued
and outstanding class A ordinary shares of USD0.01 par value each and class B ordinary shares of USD0.01 par value each (the “Share
Capital Reduction”); |
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b. |
following the Share Capital
Reduction, the amount deemed to be paid up on each issued and outstanding share of the Company shall be USD0.00001; |
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c. |
the credit arising from
the Share Capital Reduction be transferred to a distributable reserve account of the Company which may be utilized by the Company
as the board of directors of the Company may deem fit and as permitted under the Companies Act, the Company’s memorandum and
articles of association, and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated
losses of the Company (if any) from time to time; |
Share
Capital Subdivision
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d. |
immediately following the Share
Capital Reduction: |
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i. |
each authorized
but unissued class A ordinary share of USD0.01 par value each be subdivided into 1,000 class A ordinary shares of USD0.00001 par
value each; and |
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ii. |
each authorized but unissued
class B ordinary share of USD0.01 par value each be subdivided into 1,000 Class B ordinary shares of USD0.00001 par value each (collectively,
the “Subdivision”); |
Share
Capital Cancellation
| |
e. |
immediately
following the Subdivision, the authorized share capital of the Company be altered by the cancellation of such number of unissued
class A ordinary shares of USD0.00001 par value each and unissued class B ordinary shares of USD0.00001 par value each that will
result in the Company having authorized share capital of USD35,000 divided into 3,150,000,000 class A ordinary shares of par value
of USD0.00001 each and 350,000,000 class B ordinary shares of par value of USD0.00001 each (the “Cancellation”);
and |
Authorized
Share Capital Confirmation
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f. |
immediately
following the Share Capital Reduction, the Subdivision and Cancellation, the authorized share capital of the Company shall be USD35,000
divided into 3,150,000,000 class A ordinary shares of par value of USD0.00001 each and 350,000,000 class B ordinary shares of par
value of USD0.00001 each. |
Proposal
No. 4: By a special resolution, subject to and with effect immediately following the Share Capital Reduction and Reorganization being
effected, to adopt the amended and restated memorandum of association, in the form attached to the proxy statement as Exhibit B,
in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Reduction
and Reorganization.
Proposal
No. 5: By special resolutions, (a) to authorize the board of directors of the Company (the “Board”) to effect
a consolidation of the issued and unissued share capital of the Company at the ratio of one (1)-for-two hundred (200), whereby two hundred
(200) ordinary shares of the Company be consolidated into one (1) ordinary share of the Company (the “Share Consolidation”),
with the exact effective date of the Share Consolidation to be determined by the Board of Directors in its sole discretion within two
(2) years after the date of passing of this resolution; (b) to approve the rounding up of any fractional shares resulting from the Share
Consolidation to the next whole ordinary share; (c) to adopt the amended and restated memorandum of association of the Company, in substitution
for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Consolidation; and (d) to
authorize any director or officer of the Company to perform all such acts and execute all such documents, including under seal where
applicable, as the Board considers necessary or desirable to give effect to the Share Consolidation and the transactions contemplated
thereunder, including determining the exact effective date of the Share Consolidation and instructing the registered office provider
of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Share Consolidation.
Proposal
No. 6: By an ordinary resolution, to approve to direct the chairman of the general meeting to adjourn the general meeting to a later
date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the
meeting, there are not sufficient votes to approve the proposals 1 - 5 (the “Adjournment”).
The
foregoing items of business are described in the proxy statement accompanying this notice. The proxy statement is also available for
viewing at https://www.transhare.com/libang.
Management
is soliciting proxies. Shareholders who are unable to attend the Meeting or any adjournment thereof in person and who wish to ensure
that their shares will be voted are required to vote in accordance with the voting instruction (contained in the proxy statement accompanying
this notice). The Board of Directors unanimously recommends that the shareholders vote “FOR” for all the items.
The
Board of Directors has fixed the close of business on April 6, 2026 as the record date (the “Record Date”) for determining
the shareholders entitled to receive notice of and to vote at the Meeting or any adjourned or postponed meeting thereof. Holders of record
of the Company’s class A ordinary shares and class B ordinary shares at the close of business on the Record Date are entitled to
vote at the Meeting and any adjourned or postponed meeting thereof.
Holders
of our shares as of the Record Date are cordially invited to attend the Meeting in person. Your vote is important. If you cannot attend
the Meeting in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must
receive the proxy form no later than 48 hours before the time of the Meeting to ensure your representation at such meeting.
| By Order of the Board of Directors, |
|
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| Feng Huang |
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| Chairman of the Board of Directors |
|
| Dated: April 8, 2026 |
|
Exhibit
99.2
LI
BANG INTERNATIONAL CORPORATION INC.
No.
190 Xizhang Road, Gushan Town
Jiangyin
City, Jiangsu Province
People’s
Republic of China
PROXY
STATEMENT
General
The
board of directors of Li Bang International Corporation Inc., a Cayman Islands exempted company (the “Company” and
the “Board of Directors”), is soliciting proxies for the extraordinary general meeting of shareholders of the Company
(the “Meeting” or the “EGM”) to be held on April 30, 2026 at 6:00 p.m., Beijing Time (April 30,
2026 at 6:00 a.m., Eastern Time). The Meeting will be held at the principal offices of the Company located at No. 190 Xizhang Road, Gushan
Town, Jiangyin City, Jiangsu Province, People’s Republic of China.
This
Proxy Statement can be accessed, free of charge, at https://www.transhare.com/libang from April 8, 2026, and will first be mailed to
holders of Class A ordinary shares of par value US$0.01 each (the “Class A Ordinary Shares”) and Class B ordinary
shares of par value US$0.01 each (the “Class B Ordinary Shares,” and collectively with the Class A Ordinary Shares,
the “Shares”) of the Company on or about April 8, 2026.
Record
Date and Quorum
Only
shareholders of record at the close of business on April 6, 2026 (the “Record Date”) are entitled to vote at the Meeting.
As of the Record Date, 3,204,042 Class A Ordinary Shares and 154,360 Class B Ordinary Shares were issued and outstanding. The presence,
in person or by proxy or through their authorized representative, of one or more shareholders holding at least one-third of all of the
Shares in issue and entitled to vote will constitute a quorum at the Meeting.
Voting
and Solicitation
Each
Class A Ordinary Share in issue as at the Record Date is entitled to one (1) vote and each Class B Ordinary Share in issue as at the
Record Date is entitled to fifteen (15) votes. Each resolution put to the vote at the Meeting will be decided on a show of hands, unless
the Board of Directors demands before the Meeting that voting shall be conducted by poll or a poll is, before, on or after the declaration
of the result of the show of hands, demanded by (i) the chairman of the Meeting or (ii) one or more shareholder present in person or
by proxy and holding Shares representing at least ten percent (10%) of all of the issued Shares giving a right to attend and vote at
the Meeting.
Copies
of solicitation materials will be furnished to all holders of Shares of the Company, including banks, brokerage houses, fiduciaries and
custodians holding in their names the Shares beneficially owned by others to forward to those beneficial owners.
Voting
on the proposals and the submission of the form of proxy must comply with the instructions set out in the form of proxy.
In
order to be valid, your valid voting instructions and the proxy must be received not less than 48 hours before the time fixed for holding
the Meeting or any adjournment thereof, together with the power of attorney or other authority (if any) under which it is signed or a
certified copy thereof. TO VOTE ONLINE: Go to <www.Transhare.com> and click on Vote Your Proxy and enter your control number. TO
VOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com. TO VOTE BY FAX: Please fax the proxy card to 1.727.269.5616.
TO VOTE BY MAIL: Please sign, date and mail to:
Proxy
Team
Transhare
Corporation
17755
US Highway 19 N
Suite
140
Clearwater
FL 33764
United
States of America
Approval
of Proposals 1 and 6 below requires the affirmative vote of a simple majority of the votes cast at the Meeting.
Approval
of Proposals 2 to 5 below requires the affirmative vote of a majority of not less than two-thirds of the votes cast at the Meeting.
When
proxies are properly dated, executed and returned by holders of Shares, the Shares they represent will be voted at the Meeting, or at
any adjournment thereof, in accordance with the instructions of the shareholders. If no specific instructions are given by such holders,
the proxy holder will vote or abstain at his/her discretion, as he/she will on any other matters that may properly come before the Meeting,
or at any adjournment thereof.
Abstentions
by holders of Shares will be counted for purposes of determining the number of Shares present at the Meeting, but will not be counted
as votes for or against any proposal.
Revocability
of Proxies
Any
shareholder executing a proxy pursuant to this solicitation has the power to revoke such proxy at any time prior to its exercise. You
may revoke your proxy prior to its exercise by:
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filing with us a written notice
of revocation of your proxy, |
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submitting a properly executed Proxy Form bearing a
later date, or |
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attending and voting in person at the Meeting. |
Full
Text of Resolutions
The
full text of each resolution to be voted upon at the Meeting pursuant to Proposals 1 to 6 below is set forth in the Proxy Form accompanying
this Proxy Statement.
PROPOSAL
1: SHARE CAPITAL INCREASE
Holders
of Shares are asked to consider and approve a proposal to increase the authorized share capital of the Company from: USD31,505,000 divided
into 3,150,000,000 class A ordinary shares of par value of USD0.01 each and 500,000 class B ordinary shares of par value of USD0.01 each,
to: USD35,000,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.01 each and 350,000,000 class B ordinary shares
of par value of USD0.01 each, by increasing the number of authorized class B ordinary shares from 500,000 to 350,000,000 (the “Share
Capital Increase”).
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE SHARE CAPITAL INCREASE.
PROPOSAL
2: ADOPTION OF AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION TO REFLECT THE SHARE CAPITAL INCREASE
Holders
of Shares are asked to consider and, subject to and with effect immediately following the Share Capital Increase being effected, approve
a proposal to adopt the amended and restated memorandum of association, in the form attached hereto as Exhibit A, in substitution
for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Increase.
The
only substantive change to be made to the Company’s current memorandum of association pursuant to this Proposal No. 2 is to update
paragraph 5 of the Company’s existing memorandum of association, which describes the authorized share capital of the Company.
This
proposal must be passed by affirmative (“FOR”) votes of a majority of not less than two-thirds of the votes cast by shares
present or represented by proxy and entitled to vote at the Meeting. This proposal is conditional upon Proposal 1 above being passed
at the Meeting. If this proposal is approved but Proposal 1 is not approved, this proposal shall have no effect.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADOPTION OF AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION TO REFLECT
THE SHARE CAPITAL INCREASE.
PROPOSAL
3: SHARE CAPITAL REDUCTION AND REORGANIZATION
Holders
of Shares are asked to consider and, subject to the Share Capital Increase being effected and all further requirements prescribed by
sections 14, 14A and 14B of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) relating to share
capital reductions being complied with, approve a proposal for a reduction and reorganization of the share capital of the Company from
USD35,000,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.01 each and 350,000,000 class B ordinary shares
of par value of USD0.01 each, to USD35,000 divided into 3,150,000,000 class A ordinary shares of par value of USD0.00001 each and 350,000,000
class B ordinary shares of par value of USD0.00001 each. The full text of the resolution is provided in the accompanying notice to the
Meeting.
It
is noted that the Companies (Amendment) Act, 2024 of the Cayman Islands (the “Amendment Act”), which amended the Companies
Act, came into force on 1 January 2026. Amongst other things, the Amendment Act allows companies limited by shares or by guarantee to
reduce their share capital without the need for court approval by passing a special resolution supported by a solvency statement (the
“Solvency Statement”) signed by a director no more than 30 days before the date on which the special resolution is
passed (the “New Share Capital Reduction Regime”). Under the Amendment Act, “solvency statement” is defined
as “a statement made in the prescribed form to the effect that a full enquiry into the company’s affairs has been made and
to the best of the directors’ knowledge and belief the company will be able to pay its debts as they fall due in the ordinary course
of business commencing on the date of the statement.” The form of Solvency Statement has not yet been prescribed by the Cayman
Islands Government or the Registrar of Companies of the Cayman Islands and, accordingly, companies limited by shares or by guarantee
are not yet able to take advantage of the New Share Capital Reduction Regime.
Notwithstanding
the above, the board of directors consider it to be in the best interests of the Company to present the following proposal to the shareholders
of the Company at the Meeting to approve the Share Capital Reduction so that the Company may proceed with the Share Capital Reduction
in the event that the form of the Solvency Statement is prescribed before the date of the Meeting.
It
is noted that the directors of the Company, in accordance with the New Share Capital Reduction Regime, have determined that, having made
a full enquiry into the affairs of the Company, to the best of their knowledge and belief, the Company is and will be able to pay its
debts as they fall due in the ordinary course of business.
This
proposal must be passed by affirmative (“FOR”) votes of a majority of not less than two-thirds of the votes cast by shares
present or represented by proxy and entitled to vote at the Meeting. This proposal is conditional upon Proposal 1 above being passed
at the Meeting. If this proposal is approved but Proposal 1 is not approved, this proposal shall have no effect.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE SHARE CAPITAL REDUCTION AND REORGANIZATION.
PROPOSAL
4: ADOPTION OF AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION TO REFLECT THE SHARE CAPITAL REDUCTION AND REORGANIZATION
Holders
of Shares are asked to consider and, subject to and with effect immediately following the Share Capital Reduction and Reorganization
being effected, adopt the amended and restated memorandum of association, in the form attached hereto as Exhibit B, in substitution
for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Reduction and Reorganization.
The only substantive change to be made to the Company’s existing memorandum of association pursuant to this Proposal No. 4 is to
update paragraph 5 of the Company’s existing memorandum of association, which describes the authorized share capital of the Company.
This
proposal must be passed by affirmative (“FOR”) votes of a majority of not less than two-thirds of the votes cast by shares
present or represented by proxy and entitled to vote at the Meeting. This proposal is conditional upon Proposal 3 above being passed
at the Meeting. If this proposal is approved but Proposal 3 is not approved, this proposal shall have no effect.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADOPTION OF AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION TO REFLECT
THE SHARE CAPITAL REDUCTION AND REORGANIZATION.
PROPOSAL
5: THE SHARE CONSOLIDATION
Holders
of Shares are asked to consider and, by special resolutions, (a) to authorize the board of directors of the Company (the “Board”)
to effect a consolidation of the issued and unissued share capital of the Company at the ratio of one (1)-for-two hundred (200), whereby
two hundred (200) ordinary shares of the Company be consolidated into one (1) ordinary share of the Company (the “Share Consolidation”),
with the exact effective date of the Share Consolidation to be determined by the Board of Directors in its sole discretion within two
(2) years after the date of passing of this resolution; (b) to approve the rounding up of any fractional shares resulting from the Share
Consolidation to the next whole ordinary share; (c) to adopt the amended and restated memorandum of association of the Company, in substitution
for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Consolidation; and (d) to
authorize any director or officer of the Company to perform all such acts and execute all such documents, including under seal where
applicable, as the Board considers necessary or desirable to give effect to the Share Consolidation and the transactions contemplated
thereunder, including determining the exact effective date of the Share Consolidation and instructing the registered office provider
of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Share Consolidation.
This
proposal must be passed by affirmative (“FOR”) votes of a majority of not less than two-thirds of the votes cast by shares
present or represented by proxy and entitled to vote at the Meeting. If the shareholders approve this proposal, the Board of Directors
will have the authority to effect the Share Consolidation.
Purpose
and Effects of the Share Consolidation
The
Company’s Class A Ordinary Shares are currently listed on the Nasdaq Capital Market under the symbol “LBGJ.” Among
other requirements, the listing maintenance standards established by Nasdaq require the Class A Ordinary Shares to have a minimum closing
bid price of at least $1.00 per share. Pursuant to the Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Rule”),
if the closing bid price of the Class A Ordinary Shares is not equal to or greater than $1.00 for 30 consecutive business days, Nasdaq
will send a deficiency notice to the Company. Thereafter, if the Ordinary Shares do not close at a minimum bid price of $1.00 or more
for 10 consecutive business days within 180 calendar days of the deficiency notice, Nasdaq may determine to delist the Class A Ordinary
Shares.
The
Board of Directors’ primary objective in proposing the Share Consolidation is to raise the per share trading price of the Class
A Ordinary Shares of the Company. In particular, this will help us to maintain the listing of our Class A Ordinary Shares on Nasdaq.
The Board of Directors believes that the proposed Share Consolidation is a potentially effective means for us to comply with the Minimum
Bid Price Rule and to avoid, or at least mitigate, the likely adverse consequences of our Class A Ordinary Shares being delisted from
Nasdaq by producing the immediate effect of increasing the bid price of our Class A Ordinary Shares.
In
the event the Class A Ordinary Shares were no longer eligible for continued listing on Nasdaq, the Company could be forced to seek to
be traded on the OTC Bulletin Board or in the “pink sheets.” These alternative markets are generally considered to be less
efficient than, and not as broad as, Nasdaq, and therefore less desirable. Accordingly, the Board of Directors believes delisting of
the Ordinary Shares would likely have a negative impact on the liquidity and market price of the Class A Ordinary Shares and may increase
the spread between the “bid” and “ask” prices quoted by market makers.
The
Board of Directors has considered the potential harm to the Company of a delisting from Nasdaq and believes that delisting could, among
other things, adversely affect (i) the trading price of the Class A Ordinary Shares, and (ii) the liquidity and marketability of the
Class A Ordinary Shares. This could reduce the ability of holders of the Class A Ordinary Shares to purchase or sell Class A Ordinary
Shares as quickly and as inexpensively as they have done historically. Furthermore, if the Class A Ordinary Shares were no longer listed
on Nasdaq, it may reduce the Company’s access to capital and cause the Company to have less flexibility in responding to its capital
requirements. Certain institutional investors may also be less interested or prohibited from investing in the Class A Ordinary Shares,
which may cause the market price of the Class A Ordinary Shares to decline.
Trading
of the Class A Ordinary Shares
When
the Share Consolidation is implemented, the Class A Ordinary Shares will begin trading on a post-consolidation basis on the effective
date to be determined by the Board of Directors and will be announced by press release by the Company (the “Effective Date”).
In connection with the Share Consolidation, the CUSIP number of the Class A Ordinary Shares (which is an identifier used by participants
in the securities industry to identify our Class A Ordinary Shares) will change.
Fractional
Shares
Where
the consolidation of existing Shares held by any one shareholder of the Company will result in a number which is not a whole number,
the number of the consolidated Shares to be held by such shareholder following and as a result of the Share Consolidation shall be rounded
up to the next whole number (and the Company shall issue such fraction of a consolidated Share as shall be necessary to achieve such
whole number).
Authorized
Shares and Adoption of New M&A
The
Share Consolidation will affect the authorized shares of the Company under the amended and restated memorandum and articles of association
in effect at the time of Effective Date (the “Then Existing M&A”), and the Company will amend the Then Existing
M&A and adopt the amended and restated memorandum and articles of association to reflect the Share Consolidation.
Street
Name Holders of Pre-Consolidation Class A Ordinary Shares
The
Company intends for the Share Consolidation to treat shareholders holding existing Class A Ordinary Shares in street name through a nominee
(such as a bank or broker) in the same manner as shareholders whose shares are registered in their names. Nominees will be instructed
to effect the Share Consolidation for their beneficial holders. However, nominees may have different procedures. Accordingly, shareholders
holding existing Class A Ordinary Shares in street name should contact their nominees.
Share
Certificates
Mandatory
surrender of certificates by shareholders is not required. The Company’s transfer agent will adjust the record books of the Company
to reflect the Share Consolidation as of the Effective Date. New certificates will not be mailed to shareholders.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE SHARE CONSOLIDATION.
PROPOSAL
6: THE ADJOURNMENT
The
adjournment proposal, if approved, will request the chairman of the Meeting (who has agreed to act accordingly) to adjourn the Meeting
to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to our shareholders
in the event, based on the tabulated votes, there are not sufficient votes at the time of the Meeting to approve the proposals 1 to 5
in this proxy statement.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADJOURNMENT.
OTHER
MATTERS
We
know of no other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of
the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
| By Order of the Board of Directors, |
|
| |
|
| Feng Huang |
|
| Chairman of the Board of Directors |
|
| Dated: April 8, 2026 |
|
EXHIBIT
A
Amended
and Restated Memorandum of Association in Proposal No. 2
THE
COMPANIES ACT (REVISED)
OF
THE CAYMAN ISLANDS
AMENDED
AND RESTATED
MEMORANDUM
OF ASSOCIATION
OF
Li
Bang International Corporation Inc.
(adopted
pursuant to Special Resolutions of the Company passed on [•], 2026)
The
name of the Company is Li Bang International Corporation Inc.
The
Company is a company limited by shares.
The
registered office of the Company is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box
10240, Grand Cayman KY1-1002, Cayman Islands or at such other place as the Directors may from time to time decide.
Subject
to paragraph 9 of this Memorandum, the objects for which the Company is established are unrestricted and the Company shall have full
power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands. The Company is
a body corporate capable of exercising all the functions of a natural person of full capacity, irrespective of any question of corporate
benefit.
The
authorised share capital of the Company is USD 35,000,000 divided into 3,150,000,000 class A ordinary shares of par value of USD 0.01
each and 350,000,000 class B ordinary shares of par value of USD 0.01 each.
The
liability of each Member is limited to the amount from time to time unpaid on such Member’s Shares.
The
Company may exercise the powers contained in the Companies Act to transfer and be registered by way of continuation as a body corporate
limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be de-registered in the Cayman Islands.
Capitalised
terms used and not defined in this Memorandum of Association shall bear the same meaning as those given in the Articles of Association
of the Company.
The
Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company
carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and
concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its
business outside the Cayman Islands.
The
financial year end of the Company is 30 June or such other date as the Directors may from time to time decide.
EXHIBIT
B
Amended
and Restated Memorandum of Association in Proposal No. 4
THE
COMPANIES ACT (REVISED)
OF
THE CAYMAN ISLANDS
AMENDED
AND RESTATED
MEMORANDUM
OF ASSOCIATION
OF
Li
Bang International Corporation Inc.
(adopted
pursuant to Special Resolutions of the Company passed on [•], 2026)
The
name of the Company is Li Bang International Corporation Inc.
The
Company is a company limited by shares.
The
registered office of the Company is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box
10240, Grand Cayman KY1-1002, Cayman Islands or at such other place as the Directors may from time to time decide.
Subject
to paragraph 9 of this Memorandum, the objects for which the Company is established are unrestricted and the Company shall have full
power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands. The Company is
a body corporate capable of exercising all the functions of a natural person of full capacity, irrespective of any question of corporate
benefit.
The
authorised share capital of the Company is USD 35,000 divided into 3,150,000,000 class A ordinary shares of par value of USD 0.00001
each and 350,000,000 class B ordinary shares of par value of USD 0.00001 each.
The
liability of each Member is limited to the amount from time to time unpaid on such Member’s Shares.
The
Company may exercise the powers contained in the Companies Act to transfer and be registered by way of continuation as a body corporate
limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be de-registered in the Cayman Islands.
Capitalised
terms used and not defined in this Memorandum of Association shall bear the same meaning as those given in the Articles of Association
of the Company.
The
Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company
carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and
concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its
business outside the Cayman Islands.
The
financial year end of the Company is 30 June or such other date as the Directors may from time to time decide.
